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Note: Certain portions of this document have been marked "[C.I.]"
to indicate
that confidential treatment has been requested for this
confidential
information. The confidential portions have been omitted and filed
separately
with the Securities and Exchange Commission.
SECOND AMENDMENT OF THE
SUPPLY & DEVELOPMENT AGREEMENT
This
SECOND AMENDMENT AND EXTENSION OF THE SUPPLY & DEVELOPMENT
AGREEMENT
(the "Amendment"), is made as of March 10, 2006 (the "Effective
Date") by and
between Sirius Laboratories, Inc., an Illinois corporation with a
place of
business at 100 Fairway Drive, Suite 130, Vernon Hills, IL 60061
("SIRIUS"), and
Harmony Labs, Inc., a North Carolina corporation with a place of
business at
1109 South Main Street, Landis, NC 28088 ("HARMONY"). SIRIUS and
HARMONY shall
hereinafter be collectively referred to as the "Parties" or
individually as a
"Party" to this Amendment.
A.
The Parties entered
into that certain Supply & Development Agreement
dated as of September 18, 2001 (also entitled as "Manufacturing
Agreement"), as
amended, (the "Original Agreement"), pursuant to which HARMONY has
been
providing certain manufacturing and supply services and related
activities to
SIRIUS; and
B.
The Parties desire to
amend the Original Agreement to adjust certain of
the terms and conditions of the Original Agreement, to clarify
certain matters
relating to the Original Agreement and to extend the term of the
Original
Agre
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